ADSLUX LLC — Terms of Service Effective
Date: May 30, 2025
Last Updated: May 30, 2025
PLEASE READ THESE TERMS CAREFULLY. BY ACCESSING OR USING ANY WEBSITE, SOFTWARE-AS-A-SERVICE (“SaaS”) PLATFORM, OR AGENCY SERVICE PROVIDED BY ADSLUX LLC (“ADSLUX,” “we,” “us,” or “our”), YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE (“Terms”) AND OUR [Privacy Policy]. IF YOU DO NOT ACCEPT ALL OF THESE TERMS, DO NOT ACCESS OR USE THE SERVICES.
• “Client” or “you” means the individual or legal entity that signs a Statement of Work (“SOW”) or activates a SaaS subscription.
• “Agency Services” means marketing strategy, media management, creative production, consulting, and other professional services we perform under an SOW.
• “SaaS Services” means our hosted software products (including dashboards, APIs, and mobile apps) that we make available on a subscription basis.
• “Deliverables” means creative assets, reports, or other work product we provide under the Agency Services.
• “Platform” means any website located at adslux.com, any subdomain, and related apps.
By executing an SOW, clicking “I Agree,” or using the SaaS Services, you represent that you are at least 18 years old (or the age of majority in your jurisdiction), have the authority to bind the Client, and will comply with all applicable laws. These Terms form a legally binding agreement between you and ADSLUX.
3.1 Agency Services
Each SOW describes the scope, timeline, fees, performance goals, commission structure, and other terms specific to your marketing engagement. In the event of conflict, an SOW supersedes these Terms only with respect to the subject matter of that SOW.
3.2 SaaS Services
We grant you a limited, non-exclusive, non-transferable right to access and use the SaaS Services during the subscription term for your internal business purposes, subject to any usage limits specified in the order form.
You must provide accurate registration information and maintain the security of your login credentials. You are responsible for all activities that occur under your account. Notify us immediately of unauthorized use.
Agency Retainers / Commissions. Fees are invoiced monthly in advance (retainers) and/or as a percentage of media spend or revenue, as stated in the SOW.
SaaS Subscriptions. Subscription fees are charged at the start of each billing cycle and renew automatically unless cancelled before renewal.
Late Payments. Overdue amounts accrue 1.5% interest per month (or the maximum lawful rate) plus collection costs.
Taxes. All fees are exclusive of applicable taxes; you are responsible for sales, use, VAT, and similar taxes.
ADSLUX IP. We and our licensors retain all right, title, and interest in the Platform, SaaS Services, and any Deliverables, excluding Client Materials.
License to Deliverables. Upon full payment, we grant you a perpetual, worldwide, royalty-free license to use Deliverables for your internal business and marketing.
Client Materials. You grant us a non-exclusive license to use logos, trademarks, product data, and other materials you supply for the purpose of providing the Services.
“Confidential Information” includes non-public business, technical, and financial information disclosed by either party. Each party agrees to use the other’s Confidential Information solely to perform under these Terms and to protect it with at least reasonable care. Obligations survive five (5) years after termination (or indefinitely for trade secrets).
You agree not to (a) upload unlawful or infringing content; (b) reverse-engineer or interfere with the Services; (c) use the Services to engage in deceptive or harmful advertising practices; or (d) circumvent usage limits. We may remove content or suspend accounts violating these Terms.
Our Services integrate with Meta, Google, TikTok, and other platforms. Your use of those services is governed by their terms, not ours. ADSLUX is not responsible for third-party outages or policy changes.
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, ADSLUX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND RESULTS.
We do not guarantee specific marketing outcomes or return on ad spend.
TO THE FULLEST EXTENT PERMITTED BY LAW, ADSLUX’S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES WILL NOT EXCEED THE AMOUNTS YOU PAID TO ADSLUX IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT WILL ADSLUX BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR LOST DATA.
Some jurisdictions do not allow the exclusion or limitation of certain damages, so the above may not apply to you.
You agree to indemnify and hold harmless ADSLUX, its officers, directors, employees, and agents from any claim, demand, or damages arising out of (a) your breach of these Terms, (b) your use of the Services, or (c) your violation of any law or third-party right.
PLEASE READ THIS SECTION CAREFULLY – IT AFFECTS YOUR LEGAL RIGHTS.
Except for small-claims matters or claims for injunctive relief, any dispute arising under these Terms will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules in Wilmington, Delaware. The arbitrator may award individual relief, but may not conduct class or representative proceedings.
BY ENTERING THIS AGREEMENT, YOU AND ADSLUX WAIVE ANY RIGHT TO A JURY TRIAL OR TO PARTICIPATE IN A CLASS ACTION.
These Terms are governed by the laws of the State of Delaware, without regard to conflict of laws principles, except as pre-empted by U.S. federal law.
Either party may terminate an SOW or SaaS subscription for material breach not cured within 30 days of written notice. Upon termination, (a) all licenses end; (b) you must cease use of the Services; and (c) accrued payment obligations survive.
We may modify these Terms at any time by posting a revised version with an updated “Last Updated” date. Significant changes will take effect 30 days after posting. Continued use of the Services after the effective date constitutes acceptance.
We may modify or discontinue the Services with reasonable advance notice, except where security, legal, or system performance factors require shorter notice.
Notices must be in writing and sent to legal@adslux.com and, for you, the primary email or physical address on file. Privacy or security incidents should be reported to privacy@adslux.com.
• Assignment. You may not assign these Terms without our prior written consent; we may assign in connection with a merger or sale of substantially all assets.
• Force Majeure. Neither party is liable for delay or failure due to events beyond reasonable control.
• Independent Contractors. The parties are independent contractors; these Terms do not create a partnership or joint venture.
• Severability. If any provision is held unenforceable, the remaining provisions remain in force.
• Entire Agreement. These Terms, any SOWs, and the Privacy Policy constitute the entire agreement and supersede all prior agreements.
ADSLUX LLC
254 Chapman Rd, Ste 208 #15588
Newark, Delaware 19702 USA
Email: legal@adslux.com
Phone: +1-302-803-8668
Version 1.0 – Published May 30, 2025
